VisionWave Terminates Joint Venture with Sadot Group Due to Financial Reporting Deficiencies

VisionWave Holdings, Inc. announced on October 12, 2026, that it has terminated a Joint Venture and Operating Agreement with Sadot Group Inc. and CMJV LLC. The termination, effective October 12, 2026, was necessitated by a failure by the joint venture partner, C.M. Composite Materials Ltd., to provide required financial statements.

The original agreement, entered into on September 30, 2026, involved the transfer of rights related to loans and share purchase agreements with C.M. Composite Materials Ltd. Sadot Group Inc. was to contribute up to U.S. $7,814,323 to the joint venture and receive 7,814,323 units of membership interest in CMJV LLC. In exchange, Sadot agreed to issue 250,000 shares of its common stock to VisionWave.

According to the filing, C.M. Composite Materials Ltd. informed the parties on or about October 8, 2026, that it was unable to produce the financial statements required by the agreement. The company stated it had no present ability to engage a PCAOB-registered auditor to audit the statements within an acceptable timeframe. As a result, no draw requests could be approved, and Sadot advised VisionWave that it could not account for its investment, rendering the fundamental purpose of the agreement unachievable.

The parties executed a Letter Agreement to unwind the transactions. Under the terms of this agreement, Sadot’s 7,814,323 units of CMJV membership interest were cancelled, and Sadot withdrew as a member. VisionWave became the sole member of CMJV. Sadot had not funded any portion of its Capital Commitment prior to the termination.

Regarding the shares issued by Sadot, VisionWave will retain all 250,000 Entry Premium Shares. To compensate Sadot for the termination and the unwinding of the arrangement, VisionWave will issue 500,000 shares of its common stock to Sadot. These VisionWave Consideration Shares are scheduled to be issued within three business days of the Effective Date.

The filing notes that the termination will not prevent the parties from evaluating other mutually beneficial opportunities in the future. VisionWave retains its rights and remedies against C.M. Composite Materials Ltd. and its controlling shareholder, Matania (Mati) Moskovich, regarding the financial reporting deficiency and the underlying loan agreements.